The Members,
The Directors present this 38th Annual Report on the business and
operations of the Company together with Audited Balance Sheet and
Profit & Loss Account for the Financial Year ended 31st March, 2011 and
the report of the Auditors thereon.
The performance of the Company in 2010-11 has been as follows:
FINANCIAL RESULTS :
(Rs in Lakhs)
Particulars 2010-11 2009-10
Sales (excluding Excise Duty) 1,44,669 1,33,991
and Other Income
Profit before Interest, Depreciation 27,984 29,019
and Taxation (PBIDT)
Less: Interest 1,989 1,748
Profit before Depreciation and 25,995 27,271
Taxation (PBDT)
Less: Depreciation 13,297 12,155
Profit of the year 12,698 15,116
Prior Period Adjustment (13) 488
[Net Debit/(Credit)]
Profit before Taxation (PBT) 12,711 14,628
Less: Provision for Taxation 1,281 (2,556)
(Including Deferred Tax Liability,
Wealth Tax, Fringe Benefits Tax,
etc.)
Profit after Taxation (PAT) 11,430 17,184
Add: P&L A/c Balance brought
forward 35,124 29,102
from Previous Year
Amount available for appropriations 46,554 46,286
Your Directors recommend the
following Appropriations:
Proposed Dividend 2,203 2,203
Tax on Proposed Dividend 357 366
Transferred to General Reserve 5,715 8,593
Balance Carried to Balance Sheet 38,279 35,124
Earning per Share Rs15 Rs23
Dividend per Share Rs3.00 Rs3.00
Book Value per Share Rs197 Rs185
DIVIDEND:
Your Directors are glad to recommend a Dividend @ Rs3.00 per share for
the year ended 31st March, 2011 on 7,34,36,928 Equity Shares of Rs10/-
each fully paid up.
ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:
Information in accordance with the provisions of Section 217 (1) (e) of
the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the report of the Board of Directors) Rules, 1988 is
given in the Annexure - 1 to this report.
INSURANCE:
The Company has taken adequate insurance for all its properties. The
Company has also taken necessary insurance cover as required under the
Public Liability Insurance Act, 1991.
PUBLIC DEPOSITS:
During the year 2010-11, the Company has not accepted / renewed any
Fixed Deposits. As at the date of this report only 1 (one) deposit of
Rs10,000/- has remained unencashed / unclaimed.
LISTING AGREEMENT COMPLIANCE:
Your Company''s Equity Shares are listed on Bombay Stock Exchange Ltd.
(BSE), National Stock Exchange of India Ltd. (NSE) and Vadodara Stock
Exchange Ltd (VSE) and their listing fees for the Financial Year
2011-12 has been paid and the conditions of Listing Agreement have been
complied with.
DIRECTORS'' RESPONSIBILITY STATEMENT:
The Board of Directors of the Company confirms:
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to any material departure;
ii) that the selected accounting policies were applied consistently and
the Directors made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2011 and of the profit of the Company for
the year ended on that date;
iii) that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and iv) that
the annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE:
The Company has been following the principles and practices of good
Corporate Governance and has ensured compliance of the requirements
stipulated under Clause - 49 of the Listing Agreement with the Stock
Exchanges.
A detailed report on Corporate Governance along with Certificate dated
30th June, 2011 issued by Practicing Company Secretaries in terms of
Clause - 49 of the Listing Agreement is attached forming part of this
Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
A report on Management Discussion and Analysis forms part of this
Report and it deals with the Operations and Business Performance,
Expansion & Diversification, Research & Development, Marketing
Strategy, Safety & Environment, Corporate Social Responsibility, Human
Resources Development etc.
DIRECTORS:
Shri M S Dagur, IAS has been appointed as the Managing Director of the
Company vice Dr. Guruprasad Mohapatra, IAS with effect from 19th July,
2011. Shri M S Dagur, IAS is the Chief Executive Officer &
Rehabilitation Commissioner, Sardar Sarover Punarvasavat Agency,
Vadodara and Principal Secretary to Governrment (R&R), Narmda Water
Resources, Water Supply & Kalpsar Department, Gandhinagar and holds
additional charge as the Managing Director of the Company.
The Board places on record its deep appreciation of valuable services
and contribution in the growth of the Company given by Dr. Guruprasad
Mohapatra, IAS during his tenure as the Managing Director of the
Company.
Shri J N Godbole and Padma Bhushan, Dr. Sukh Dev, Directors will retire
by rotation at the ensuing Annual General Meeting and being eligible
offer themselves for reappointment and your Directors recommend the
same for your approval.
PARTICULARS OF EMPLOYEES:
The information, as required under Section 217 (2A) of the Companies
Act, 1956, read with Companies (Particulars of Employees) Rules 1975,
as amended, forms part of this Report. Any Shareholder interested in
seeking this information may write to Company Secretary of the Company
at the Registered Office of the Company. Further, there was no employee
holding 2% or more of the equity shares of the Company during the year
2010-11.
INTERNAL AUDITORS:
M/s K.C. Mehta & Co., Chartered Accountants, Vadodara have been
appointed as Internal Auditors for conducting Internal Audit of the
Company for Vadodara and Dahej Complexes. The Internal Auditors
independently evaluate the internal controls, adherence to and
compliance with the procedures, guidelines and statutory requirements.
The Audit Committee of Directors periodically reviews the reports of
the internal auditors.
STATUTORY AUDITORS:
The Company''s Auditors M/s. Prakash Chandra Jain & Co., Chartered
Accountants, Vadodara, retire and are eligible for reappointment. They
have Furnished necessary concurrence and declaration and also informed
that the Peer Review certificate issued by ICAI to them is valid for
three years from the date of issue. You are requested to appoint
Statutory Auditors and authorise your Directors to fix their
remuneration.
COST AUDITORS:
The Government of India, Ministry of Finance has issued Cost Audit
Order under Section 233(B) of the Companies Act, 1956 to appoint Cost
Auditors to audit the Cost Accounting Records and Books of Accounts
maintained by the Company in respect of Caustic Soda and
Chloromethanes Products. Accordingly, the Board of Directors has
appointed M/s. R K Patel & Co., Cost Accountants, Vadodara as Cost
Auditor for Financial Year 2010-11 to conduct the Cost Audit of Caustic
Soda products in both the plants at Vadodara and Dahej Complexes and
for Chloromethanes products at Vadodara Complex of the Company.
ACKNOWLEDGEMENTS:
The Board expresses its gratitude and appreciation to the Government of
India, Government of Gujarat, Financial Institutions, Insurance
Companies, Banks, other business associates, Promoters, Shareholders
and employees of the Company for their continued support.
For and on behalf of the Board
A K JOTI
CHAIRMAN
Place : Gandhinagar
Date : 28th July, 2011
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